JANUARY 1, 2004

                          AMENDED EMPLOYMENT AGREEMENT

     THIS Amended Employment Agreement modifies the AGREEMENT made as of the 1st
day  of June, 2001, by and among FIRST NATIONAL BANK OF WEST METRO (the "Bank"),
a  national  bank;  WEST  METRO  BANK  GROUP,  INC.,  a  bank  holding  company
incorporated  under  the  laws  of  the  State  of  Georgia  (the  "Company")
(collectively,  the  Bank  and  the  Company  are referred to hereinafter as the
"Employer"),  and  J.  MICHAEL  WOMBLE,  a resident of the State of Georgia (the
"Executive").

                                    RECITALS:

     The  Employer  desires to employ the Executive as Chairman of the Bank, and
Chairman,  President  and  Chief  Executive  Officer  of  the  Company,  and the
Executive  desires  to  accept  such  employment.

     In  consideration  of  the  above  premises  and  the  mutual  agreements
hereinafter set forth, the parties hereby agree as follows:

1.     DEFINITIONS.  Whenever  used  in  this Agreement, the following terms and
       -----------
their variant forms shall have the meaning set forth below:

     1.1     "AGREEMENT" shall mean the Employment Agreement dated as of June 1,
              ---------
2001,  and  any exhibits incorporated herein together with any amendments hereto
made in the manner described in this Amended Employment Agreement.

     1.2     "AFFILIATE"  shall  mean  any  business  entity  which controls the
              ---------
Company, is controlled by or is under common control with the Company.

     1.3     "AREA"  shall  mean  the  geographic  area within the boundaries of
              ----
Paulding County, Georgia.  It is the express intent of the parties that the Area
as defined herein is the area where the Executive performs services on behalf of
the  Employer  under  this  Agreement.

     1.4     "BUSINESS OF THE EMPLOYER" shall mean the business conducted by the
              ------------------------
Employer, which is the business of commercial banking.

     1.5     "CAUSE"  shall  mean:
              -----

          1.5.1     With  respect  to  termination  by  the  Employer:

               (a)     A  material  breach of the terms of this Agreement by the
     Executive,  including,  without  limitation,  failure  by  the Executive to
     perform  his  duties  and  responsibilities in the manner and to the extent
     required  under  this Agreement, which remains uncured after the expiration
     of thirty (30) days following the delivery of written notice of such breach
     to  the  Executive  by  Employer.  Such  notice  shall  (i)  specifically


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     identify  the  duties  that the Board of Directors of either the Company or
     the Bank believes the Executive has failed to perform, (ii) state the facts
     upon  which  such  Board of Directors made such determination, and (iii) be
     approved  by  a resolution passed by two-thirds (2/3) of the directors then
     in  office;

               (b)     Conduct  by  the  Executive  that  amounts  to  fraud,
     dishonesty  or  willful  misconduct  in  the  performance of his duties and
     responsibilities  hereunder;

               (c)     Arrest  for,  charged  in  relation  to  (by  criminal
     information,  indictment  or  otherwise),  or  conviction  of the Executive
     during  the  Term of this Agreement of a crime involving breach of trust or
     moral  turpitude;

               (d)     Conduct  by  the  Executive  that  amounts  to  gross and
     willful  insubordination  or inattention to his duties and responsibilities
     hereunder;  or

               (e)     Conduct by the Executive that results in removal from his
     position as an officer or executive of Employer pursuant to a written order
     by  any  regulatory  agency  with  authority or jurisdiction over Employer.

          1.5.2     With  respect  to  termination  by the Executive, a material
diminution  in the powers, responsibilities or duties of the Executive hereunder
or  a  material breach of the terms of this Agreement by Employer, which remains
uncured  after  the  expiration  of  thirty  (30) days following the delivery of
written  notice  of  such  breach  to  Employer  by  the  Executive.

     1.6     "CHANGE  OF  CONTROL"  means  any  one  of  the  following  events:
              -------------------

               (a)     the  acquisition  by  any  person  or  persons  acting in
     concert of the then outstanding voting securities of either the Bank or the
     Company, if, after the transaction, the acquiring person (or persons) owns,
     controls  or  holds with power to vote twenty-five percent (25%) or more of
     any  class  of  voting securities of either the Bank or the Company, as the
     case  may  be;

               (b)     within any twelve-month period (beginning on or after the
     Effective  Date)  the  persons who were directors of either the Bank or the
     Company  immediately  before the beginning of such twelve-month period (the
     "Incumbent  Directors")  shall  cease  to constitute at least a majority of
     such  board of directors; provided that any director who was not a director
     as  of  the  Effective  Date shall be deemed to be an Incumbent Director if
     that  director  were  elected  to  such  board  of  directors by, or on the
     recommendation  of  or  with  the  approval  of, at least two-thirds of the
     directors  who  then qualified as Incumbent Directors; and provided further
     that  no  director whose initial assumption of office is in connection with
     an  actual  or  threatened election contest (as such terms are used in Rule
     14a-11  of  Regulation 14A promulgated under the Securities Exchange Act of
     1934)  relating  to  the  election  of  directors  shall be deemed to be an
     Incumbent  Director;


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<PAGE>
               (c)     a  reorganization,  merger or consolidation, with respect
     to  which  persons who were the stockholders of the Bank or the Company, as
     the  case  may  be,  immediately  prior  to  such reorganization, merger or
     consolidation  do  not,  immediately  thereafter, own more than twenty-five
     percent (25%) of the combined voting power entitled to vote in the election
     of  directors  of  the  reorganized,  merged or consolidated company's then
     outstanding  voting  securities;  or

          (d)     the  sale,  transfer or assignment of all or substantially all
     of the assets of the Company and its subsidiaries to any third party.

     1.7     "COMPANY  INFORMATION"  means  Confidential  Information  and Trade
              --------------------
Secrets.

     1.8     "CONFIDENTIAL  INFORMATION"  means data and information relating to
              -------------------------
the  business of the Bank or the Company (which does not rise to the status of a
Trade  Secret)  which  is or has been disclosed to the Executive or of which the
Executive  became  aware  as  a  consequence  of  or  through  the  Executive's
relationship  to  the  Employer  and  which has value to the Employer and is not
generally  known to its competitors.  Confidential Information shall not include
any data or information that has been voluntarily disclosed to the public by the
Employer  (except  where  such  public disclosure has been made by the Executive
without authorization) or that has been independently developed and disclosed by
others, or that otherwise enters the public domain through lawful means.

     1.9     "DISABILITY"  shall  mean the inability of the Executive to perform
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each  of  his  material  duties  under  this  Agreement  for the duration of the
short-term  disability  period  under  the  Employer's  policy then in effect as
certified by a physician chosen by the Employer and reasonably acceptable to the
Executive.

     1.10     "EFFECTIVE  DATE"  shall  mean  the  date the Bank first opens for
               ---------------
business.

     1.11     "INITIAL  TERM"  shall mean that period of time commencing on June
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1,  2001  (the  "Beginning Date") and running until the close of business on the
last  business  day immediately preceding the third anniversary of the Beginning
Date.

     1.12     "TERM"  shall  mean the earlier of (a) the last day of the Initial
               ----
Term  or most recent subsequent renewal period or (b) any earlier termination of
employment  of  the Executive under this Agreement as provided for in Section 3.

     1.13     "TRADE  SECRETS"  means  Employer  information  including, but not
               --------------
limited  to,  technical  or nontechnical data, formulas, patterns, compilations,
programs,  devices,  methods,  techniques,  drawings, processes, financial data,
financial  plans,  product  plans  or  lists of actual or potential customers or
suppliers  which:

               (a)     derives  economic  value,  actual  or potential, from not
     being  generally  known  to,  and not being readily ascertainable by proper
     means  by,  other persons who can obtain economic value from its disclosure
     or  use;  and


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<PAGE>
               (b)     is  the  subject of efforts that are reasonable under the
     circumstances  to  maintain  its  secrecy.

2.     DUTIES.
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     2.1     POSITION.  The Executive is employed as Chairman of the Bank and as
             --------
Chairman,  President  and Chief Executive Officer of the Company, subject to the
direction  of  the  Board  of  Directors  of  the  Bank  or  the  Company or its
designee(s),  shall  perform  and discharge well and faithfully the duties which
may  be  assigned  to  him  from  time  to  time  by  the Bank or the Company in
connection with the conduct of its business.  The duties and responsibilities of
the Executive are set forth on Exhibit A attached hereto.
                               ---------

     2.2     FULL-TIME  STATUS.  In  addition to the duties and responsibilities
             -----------------
specifically  assigned  to  the  Executive  pursuant  to Section 2.1 hereof, the
Executive  shall:

               (a)     devote  substantial time, energy and skill during regular
     business  hours  to  the  performance  of  the  duties  of  his  employment
     (reasonable  vacations and reasonable absences due to illness excepted) and
     faithfully  and  industriously  perform  such  duties;

               (b)     diligently follow and implement all reasonable and lawful
     management  policies  and  decisions  communicated  to  him by the Board of
     Directors  of  either  the  Bank  or  the  Company;  and

               (c)     timely  prepare  and forward to the Board of Directors of
     either  the  Bank  or  the  Company  all  reports and accountings as may be
     requested  of  the  Executive.

          2.3     OTHER  PERMITTED ACTIVITIES.  While the Executive shall devote
                  ---------------------------
substantial  business  time,  attention  and  energies  to  the  Business of the
Employer; this shall not preclude the Executive from pursuing any other business
or professional activities provided such activities do not interfere or conflict
with  the  duties  to  be  discharged  pursuant  to the terms of this Agreement.

3.     TERM  AND  TERMINATION.
       ----------------------

     3.1     TERM.     This  Agreement  shall  remain  in  effect  for the Term.
             ----
While  this Agreement remains in effect, however, it shall renew each day for an
additional  day  so that the unexpired Term is always three (3) years unless and
until  either party gives written notice to the other of its intent not to allow
the  Term  to renew on a daily basis with such written notice to be effective no
earlier than the date of the notice.  In the event such notice of non-renewal is
properly  given,  this Agreement shall terminate on the close of business on the
third anniversary of the date of the notice of non-renewal or the effective date
of  non-renewal  specified  in  the  notice,  whichever  is  later.


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<PAGE>
     3.2     TERMINATION.  During  the  Term,  the  employment  of the Executive
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under  this  Agreement  may  be  terminated  only  as  follows:

          3.2.1     By  the  Employer:

               (a)     In  the  event  that  the  Bank  fails  to  receive  its
          regulatory  charter,  or  the  Company  fails  to  raise the necessary
          capital  required  to  open  the Bank, and should the Company's or the
          Bank's  Board  of Directors decide to forgo future efforts to open the
          Bank,  in  which  event  the Employer shall be required to continue to
          meet its obligation to the Executive under Section 4.1 for twelve (12)
          months;

               (b)     For  Cause, upon written notice to the Executive pursuant
          to  Section  1.5.1  hereof,  where  the  notice has been approved by a
          resolution passed by two-thirds of the directors of either the Bank or
          the  Company  then  in  office;

               (c)     Without  Cause  at any time, provided that the Bank shall
          give  the  Executive  thirty  (30)  days'  prior written notice of its
          intent  to terminate, in which event the Employer shall be required to
          continue  to  meet  its obligations to the Executive under Section 4.1
          for  a  period equal to the lesser of (i) twelve (12) months following
          the  termination  or  (ii)  the  remaining  Term  of the Agreement; or

               (d)     Upon  the  Disability  of Executive at any time, provided
          that  the  Employer  shall  give the Executive thirty (30) days' prior
          written  notice  of  its  intent  to  terminate,  in  which event, the
          Employer  shall  be required to continue to meet its obligations under
          Section  4.1 for twelve (12) months following the termination or until
          the  Executive begins receiving payments under the Company's long-term
          disability  policy,  whichever  occurs  first.

          3.2.2     By  the  Executive:

               (a)     For  Cause, in which event the Employer shall be required
          to  continue  to  meet  its obligations under Section 4.1 for a period
          equal  to  the  lesser  of  (i)  twelve  (12)  months  following  the
          termination  or  (ii)  the  remaining  Term  of  the  Agreement;  or

               (b)     Without  Cause  or  upon the Disability of the Executive,
          provided  that  the Executive shall give the Employer sixty (60) days'
          prior  written  notice  of  his  intent  to  terminate.

          3.2.3     At  any  time upon mutual, written agreement of the parties.

          3.2.4     Notwithstanding  anything in this Agreement to the contrary,
     the  Term  shall  end  automatically  upon  the  Executive's  death.


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<PAGE>
     3.3     CHANGE OF CONTROL.  If the Executive terminates his employment with
             -----------------
the Employer under this Agreement for any reason within six (6) months following
a Change of Control, the Executive, or in the event of his subsequent death, his
designated  beneficiaries  or  his estate, as the case may be, shall receive, as
liquidated  damages,  in  lieu of all other claims, a severance payment equal to
three (3) times the Executive's then current Base Salary and target bonus amount
for  that calendar year, if any, to be paid in full on the last day of the month
following the date of termination. In no event shall the payment(s) described in
this  Section  3.3  exceed  the amount permitted by Section 280G of the Internal
Revenue  Code,  as  amended  (the  "Code").  Therefore, if the aggregate present
value (determined as of the date of the Change of Control in accordance with the
provisions  of  Section  280G of the Code) of both the severance payment and all
other  payments  to  the  Executive  in  the  nature  of  compensation which are
contingent  on  a  change  in  ownership or effective control of the Bank or the
Company  or  in the ownership of a substantial portion of the assets of the Bank
or  the  Company  (the  "Aggregate  Severance")  would  result  in  a "parachute
payment,"  as  defined  under  Section  280G  of  the  Code,  then the Aggregate
Severance  shall  not  be  greater  than  an  amount equal to 2.99 multiplied by
Executive's  "base  amount"  for  the "base period, " as those terms are defined
under  Section  280G.  In  the  event  the Aggregate Severance is required to be
reduced  pursuant  to  this  Section  3.3,  the  Executive  shall be entitled to
determine  which  portions  of the Aggregate Severance are to be reduced so that
the Aggregate Severance satisfies the limit set forth in the preceding sentence.
Notwithstanding  any  provision in this Agreement, if the Executive may exercise
his  right  to  terminate  employment  under  this  Section 3.3 or under Section
3.2.2(a),  the  Executive  may  choose  which  provision  shall  be  applicable.

     3.4     EFFECT  OF  TERMINATION.  Upon  termination  of  the  Executive's
             -----------------------
employment  hereunder,  the  Employer  shall  have no further obligations to the
Executive  or  the Executive's estate with respect to this Agreement, except for
the  payment  of  salary and bonus amounts, if any, accrued pursuant to Sections
4.1  and  4.2  hereof  and unpaid as of the effective date of the termination of
employment  and any payments set forth in Sections 3.2.1(a), (c) or (d); Section
3.2.2(a);  Section 3.3; and/or Section 4.4, but only to the extent applicable as
provided in such Sections.  Nothing contained herein shall limit or impinge upon
any  other  rights  or remedies of the Employee or the Executive under any other
agreement or plan to which the Executive is a party or of which the Executive is
a  beneficiary.

4.     COMPENSATION.  The  Executive  shall  receive  the  following  salary and
       ------------
benefits during the Term, except as otherwise provided below:

     4.1     BASE  SALARY.  Effective as of January 1, 2004, the Executive shall
             ------------
be  paid  a  salary at an annual base rate of $100,000 (the "Base Salary").  The
obligation  for  payment of Base Salary shall be apportioned between the Company
and  the Bank as they may agree from time to time in their sole discretion.  The
Executive's  Base Salary shall be reviewed by the Board of Directors of the Bank
and  the  Company  at  least  annually,  and  the Executive shall be entitled to
receive annually an increase in such amount, if any, as may be determined by the
Board  of  Directors  of  the  Bank  or  the  Company based on its evaluation of
Executive's  performance.  Base  Salary  shall be payable in accordance with the
Employer's  normal  payroll  practices.


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<PAGE>
     4.2     STOCK  OPTIONS.  As  of  the  Effective Date, the Company will have
             --------------
established  a  stock incentive plan and will grant to the Executive pursuant to
such  stock incentive plan a nonqualified stock option to purchase 21,000 shares
of the Company's common stock at a per share purchase price no greater than then
fair market value determined as of the date of grant.  The option generally will
become  vested and exercisable in equal, one-third increments, commencing on the
first  anniversary  of the option grant date and continuing for the next two (2)
successive  anniversaries until the option is fully vested and exercisable.  The
option  shall  expire  generally  upon the earlier of ninety (90) days following
termination  of  employment  or  upon  the tenth anniversary of the option grant
date.  The option will be issued by the Employer pursuant to the Company's stock
incentive  plan  and  subject  to the terms of a related stock option agreement.

     4.3     INCENTIVE  STOCK  OPTIONS.  For  fiscal  year  2002 and fiscal year
             -------------------------
2003, the Executive shall receive an additional, annual option grant to purchase
3,000  shares  of  Company common stock if the Bank successfully reaches each of
its  designated  performance  targets  for the fiscal year, as determined by the
Bank's  Board  of Directors.  For fiscal year 2004 and thereafter, the Executive
shall  receive  an  additional  annual  option  grant  to  purchase 5,000 shares
(including  previously  referenced  3,000 shares) of Company common stock if the
Bank  successfully  reaches  each  of its designated performance targets for the
fiscal  year,  as  determined  by  the  Bank's  Board  of  Directors.  Any  such
additional,  annual  option  grant shall be granted as soon as practicable after
the close of the fiscal year for which the award is made; shall have an exercise
price  no greater than fair market value determined as of the date of grant; and
shall  have  the  same  general  terms and conditions as described above for his
initial  option  grant.

     4.2     HEALTH  INSURANCE.
             -----------------

          (a)     The  Employer  shall  pay  the  Executive's  cost  of  premium
     payments  for  health  and  dental insurance covering the Executive and the
     members  of  his  immediate  family.

          (b)     In  the  event  of  termination  by  the  Executive  for Cause
     (Section  3.2.2(a))  or  following  a  Change of Control (Section 3.3), the
     Employer shall reimburse Executive for the cost of premium payments paid by
     the  Executive  to  continue his then existing health insurance for himself
     and  his  eligible  dependents  as provided by the Employer for a period of
     twelve  (12)  months  following  the  date  of  termination  of employment.

          (c)     In  the  event  of a termination by the Employer without Cause
     (Section 3.2.1(c)), the Employer shall reimburse the Executive for the cost
     of  premium  payments  paid  by the Executive to continue his then existing
     health  insurance  for  himself  and his eligible dependents as provided by
     Employer  for  a  period  of  twelve  (12)  months  following  the  date of
     termination  of  employment.

     4.3     AUTOMOBILE.  Effective  as  of  January 1, 2004, at the election of
             ----------
the  Employer,  the Employer will provide Executive with an automobile allowance
of  $500  per  month.


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<PAGE>
     4.4     BUSINESS  EXPENSES;  MEMBERSHIPS.  The Employer specifically agrees
             --------------------------------
to  reimburse  the  Executive  for:

          (a)     reasonable  and necessary business (including travel) expenses
     incurred  by him in the performance of his duties hereunder, as approved by
     the  Board  of  Directors  of  either  the  Bank  or  the  Company;  and

          (b)     beginning  as  of  the  Effective  Date, the dues and business
     related expenditures, including initiation fees, associated with membership
     in  a  single  country  club  and  civic  associations,  as selected by the
     Executive, and in professional associations which are commensurate with his
     position;  provided,  however,  that the Executive shall, as a condition of
     reimbursement,  submit  verification  of  the  nature  and  amount  of such
     expenses  in  accordance  with  reimbursement  policies  from  time to time
     adopted  by  the Employer and in sufficient detail to comply with rules and
     regulations  promulgated  by  the  Internal  Revenue  Service.

     4.5     VACATION.  On  a  non-cumulative  basis,  the  Executive  shall  be
             --------
entitled  to  four  (4) weeks of vacation in each successive twelve-month period
during the Term, during which his compensation shall be paid in full.

     4.6     LIFE  INSURANCE.  The  Employer  shall  continue  to  reimburse the
             ---------------
Executive  for  that  portion of Executive's life insurance policy premiums, for
the  life  insurance  assigned  to  the  Bank

     4.7     BENEFITS.  In  addition  to  the benefits specifically described in
             --------
this  Agreement,  the  Executive  shall  be  entitled to such benefits as may be
available  from time to time to executives of the Bank similarly situated to the
Executive.  All  such  benefits  shall be awarded and administered in accordance
with  the Bank's standard policies and practices.  Such benefits may include, by
way  of  example  only,  profit-sharing  plans,  retirement or investment funds,
dental,  health,  life and disability insurance benefits and such other benefits
as the Bank deems appropriate.  The Executive will be eligible for all Board and
Committee fees the same as other Directors.  Additionally, the Executive will be
provided  with  long-term  disability  insurance with a COLA equal to or greater
than  60%  of  annual  salary.

     4.8     WITHHOLDING.  The  Employer  may  deduct  from  each  payment  of
             -----------
compensation  hereunder  all  amounts  required  to  be deducted and withheld in
accordance  with applicable federal and state income, FICA and other withholding
requirements.

5.     COMPANY  INFORMATION.
       --------------------

     5.1     OWNERSHIP  OF  COMPANY  INFORMATION.   All  Company  Information
             -----------------------------------
received  or  developed  by  the  Executive  while employed by the Employer will
remain  the  sole  and  exclusive  property  of  the  Employer.


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<PAGE>
     5.2     OBLIGATIONS  OF  THE  EXECUTIVE.  The  Executive  agrees:
             -------------------------------

          (a)     to  hold  Company  Information  in  strictest  confidence;

          (b)     not  to  use,  duplicate,  reproduce,  distribute, disclose or
     otherwise  disseminate  Company  Information or any physical embodiments of
     Company  Information;  and

          (c)     in  any  event, not to take any action causing or fail to take
     any  action  necessary  in  order  to  prevent any Company Information from
     losing its character or ceasing to qualify as Confidential Information or a
     Trade  Secret.

In  the  event  that  the  Executive  is required by law to disclose any Company
Information,  the  Executive will not make such disclosure unless (and then only
to  the extent that) the Executive has been advised by independent legal counsel
that such disclosure is required by law and then only after prior written notice
is  given  to  the Company when the Executive becomes aware that such disclosure
has  been  requested and is required by law.  This Section 5 shall survive for a
period  of  twelve  (12)  months following termination of this Agreement for any
reason  with  respect to Confidential Information, and shall survive termination
of  this Agreement for any reason for so long as is permitted by applicable law,
with  respect  to  Trade  Secrets.

     5.3     DELIVERY  UPON  REQUEST  OR  TERMINATION.  Upon  request  by  the
             ----------------------------------------
Employer, and in any event upon termination of his employment with the Employer,
the  Executive  will  promptly deliver to the Employer all property belonging to
the Employer, including, without limitation, all Company Information then in his
possession  or  control.

6.     NON-COMPETITION.  The  Executive agrees that during his employment by the
       ---------------
Bank  hereunder  and,  in  the  event  of  his  termination:

     -    by  the  Employer  for  Cause  pursuant  to  Section  3.2.1(b),
     -    by  the  Executive  without  Cause  pursuant  to  Section 3.2.2(b), or
     -    by  the  Executive  in connection with a Change of Control pursuant to
          Section  3.3,

for  a period of twelve (12) months thereafter, he will not (except on behalf of
or  with  the  prior  written  consent of the Employer), within the Area, either
directly  or  indirectly,  on  his  own behalf or in the service or on behalf of
others,  as an executive employee or in any other capacity which involves duties
and  responsibilities similar to those undertaken for the Employer (including as
an  organizer  or  proposed  executive  officer of a new financial institution),
engage  in  any  business  which  is  the same as or essentially the same as the
Business  of  the  Employer.

7.     NON-SOLICITATION  OF  CUSTOMERS.  The  Executive  agrees  that during his
       -------------------------------
employment  by  the  Employer  hereunder  and,  in the event of his termination:

     -    by  the  Employer  for  Cause  pursuant  to  Section  3.2.1(b),
     -    by  the  Executive  without  Cause  pursuant  to  Section 3.2.2(b), or
     -    by  the  Executive  in connection with a Change of Control pursuant to
          Section  3.3,


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<PAGE>
for  a period of twelve (12) months thereafter, he will not (except on behalf of
or  with the prior written consent of the Employer), within the Area, on his own
behalf  or in the service or on behalf of others, solicit, divert or appropriate
or  attempt  to  solicit,  divert  or  appropriate, any business from any of the
Employer's customers, including actively sought prospective customers, with whom
the  Executive  has or had material contact during the last two (2) years of his
employment,  for purposes of providing products or services that are competitive
with  the  Business  of  the  Employer.

8.     NON-SOLICITATION  OF  EMPLOYEES.  The  Executive  agrees  that during his
       -------------------------------
employment by the Employer hereunder and, in the event of his termination:

     -    by  the  Employer  for  Cause  pursuant  to  Section  3.2.1(b),
     -    by  the  Executive  without  Cause  pursuant  to  Section 3.2.2(b), or
     -    by  the  Executive  in connection with a Change of Control pursuant to
          Section  3.3,

for  a period of twelve (12) months thereafter, he will not, within the Area, on
his  own  behalf  or  in the service or on behalf of others, solicit, recruit or
hire  away  or  attempt  to  solicit,  recruit or hire away, any employee of the
Employer  or  its  Affiliates  to another person or entity providing products or
services that are competitive with the Business of the Employer, whether or not:

     -    such  employee  is a full-time employee or a temporary employee of the
          Employer  or  its  Affiliates,
     -    such  employment  is  pursuant  to  written  agreement,  and
     -    such  employment  is  for  a  determined  period  or  is  at  will.

9.     REMEDIES.  The  Executive agrees that the covenants contained in Sections
       --------
5 through 8 of this Agreement are of the essence of this Agreement; that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of  the  Employer,  and  that  irreparable  loss  and damage will be
suffered  by the Employer should he breach any of the covenants.  Therefore, the
Executive  agrees and consents that, in addition to all the remedies provided by
law  or  in  equity,  the  Employer shall be entitled to a temporary restraining
order  and  temporary  and  permanent  injunctions  to  prevent  a  breach  or
contemplated  breach  of  any  of the covenants.  The Employer and the Executive
agree  that  all  remedies  available  to  the  Employer  or  the  Executive, as
applicable,  shall  be  cumulative.

10.     SEVERABILITY.  The parties agree that each of the provisions included in
        ------------
this  Agreement is separate, distinct and severable from the other provisions of
this  Agreement  and  that  the  invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of this Agreement.  Further, if any provision of this Agreement is ruled invalid
or  unenforceable  by  a  court  of competent jurisdiction because of a conflict
between  the  provision  and  any applicable law or public policy, the provision
shall be redrawn to make the provision consistent with and valid and enforceable
under  the  law  or  public  policy.

11.     NO SET-OFF BY THE EXECUTIVE.  The existence of any claim, demand, action
        ---------------------------
or  cause  of  action by the Executive against the Employer, or any Affiliate of
the  Employer,  whether  predicated


                                       10
<PAGE>
upon  this  Agreement  or  otherwise,  shall  not  constitute  a  defense to the
enforcement  by  the  Employer  of  any  of  its  rights  hereunder.

12.     NOTICE.  All  notices  and  other  communications  required or permitted
        ------
under  this  Agreement shall be in writing and, if mailed by prepaid first-class
mail  or  certified mail, return receipt requested, shall be deemed to have been
received  on  the earlier of the date shown on the receipt or three (3) business
days  after  the postmarked date thereof.  In addition, notices hereunder may be
delivered  by  hand  or  overnight  courier,  in which event the notice shall be
deemed effective when delivered. All notices and other communications under this
Agreement  shall  be  given  to  the  parties hereto at the following addresses:

          (i)     If  to  the  Employer,  to  it  at:

                  West  Metro  Financial  Services,  Inc.
                  P.  O.  Box  705
                  Dallas,  GA  30132

          (ii)    If  to  the  Executive,  to  him  at:

                  J.  Michael  Womble
                  2900  Rome  Road
                  Cedartown,  GA  30125

13.     ASSIGNMENT.  Neither  party hereto may assign or delegate this Agreement
        ----------
or  any  of  its rights and obligations hereunder without the written consent of
the  other  party  to  this  Agreement.

14.     WAIVER.  A  waiver  by one party to this Agreement of any breach of this
        ------
Agreement  by the other party to this Agreement shall not be effective unless in
writing,  and no waiver shall operate or be construed as a waiver of the same or
another  breach  on  a  subsequent  occasion.

15.     ARBITRATION.  Any  controversy  or  claim  arising out of or relating to
        -----------
this contract, or the breach thereof, shall be settled by binding arbitration in
accordance  with  the  Commercial  Arbitration Rules of the American Arbitration
Association.  Judgment  upon the award rendered by the arbitrator may be entered
only in the State Court of Paulding County or the federal court for the Northern
District  of Georgia.  The Employer and the Executive agree to share equally the
fees  and  expenses associated with the arbitration proceedings.  EXECUTIVE MUST
INITIAL  HERE:  _____

16.     ATTORNEYS'  FEES.  In the event that the parties have complied with this
        ----------------
Agreement  with respect to arbitration of disputes and litigation ensues between
the  parties  concerning  the  enforcement  of  an  arbitration award, the party
prevailing  in such litigation shall be entitled to receive from the other party
all reasonable costs and expenses, including without limitation attorneys' fees,
incurred  by  the  prevailing  party in connection with such litigation, and the
other  party  shall pay such costs and expenses to the prevailing party promptly
upon  demand  by  the  prevailing  party.


                                       11
<PAGE>
17.     APPLICABLE  LAW.  This  Agreement  shall be construed and enforced under
        ---------------
and in accordance with the laws of the State of Georgia.

18.     INTERPRETATION.  Words  importing any gender include all genders.  Words
        --------------
importing  the singular form shall include the plural and vice versa.  The terms
"herein",  "hereunder", "hereby", "hereto", "hereof" and any similar terms refer
to  this  Agreement.  Any captions, titles or headings preceding the text of any
article,  section  or  subsection herein are solely for convenience of reference
and  shall  not  constitute  part  of  this  Agreement  or  affect  its meaning,
construction  or  effect.

19.     ENTIRE  AGREEMENT.  This  Agreement  embodies  the  entire  and  final
        -----------------
agreement  of  the  parties  on the subject matter stated in this Agreement.  No
amendment  or  modification of this Agreement shall be valid or binding upon the
Employer  or  the  Executive  unless made in writing and signed by both parties.
All  prior  understandings and agreements relating to the subject matter of this
Agreement  are  hereby  expressly  terminated.

20.     RIGHTS  OF  THIRD  PARTIES.  Nothing  herein expressed is intended to or
        --------------------------
shall  be  construed to confer upon or give to any person, firm or other entity,
other  than  the  parties  hereto  and  their  permitted  assigns, any rights or
remedies  under  or  by  reason  of  this  Agreement.

21.     SURVIVAL.  The  obligations  of the Executive pursuant to Sections 5, 6,
        --------
7,  8  and  9  shall  survive the termination of the employment of the Executive
hereunder for the period designated under each of those respective sections.

22.     JOINT  AND  SEVERAL.  The  obligations  of  the  Bank and the Company to
        -------------------
Executive hereunder shall be joint and several.

     IN  WITNESS  WHEREOF,  the  Employer  and  the  Executive have executed and
delivered this Agreement as of the date first shown above.

                              THE  BANK:

                              FIRST  NATIONAL  BANK  OF  WEST  METRO
                              (PROPOSED)

                              By:
                                 -----------------------------------
                              Print  Name:
                                          --------------------------
                              Title:
                                    --------------------------------


                                       12
<PAGE>
                              THE  COMPANY:

                              WEST  METRO  BANK  GROUP,  INC.


                              By:
                                 -----------------------------------
                              Print  Name:
                                          --------------------------
                              Title:
                                    --------------------------------


                              THE  EXECUTIVE:



                              -------------------------------------
                              J.  MICHAEL  WOMBLE


                                       13
<PAGE>

                                    EXHIBIT A
                                    ---------

                             DUTIES OF THE EXECUTIVE
                             -----------------------
                                 CHAIRMAN 1/1/04
                                 ---------------

The  duties  of  the  Executive  shall  include, in addition to any other duties
assigned  the  Executive by the Board of Directors of the Bank or the Company or
their  respective  designees,  the  following:

          -  Foster  a  corporate  culture  that  promotes  ethical  practices,
     encourages  individual  integrity,  fulfills  social responsibility, and is
     conducive  to  attracting,  retaining  and  motivating  a  diverse group of
     top-quality  employees  at  all  levels.

          -  Work  with  the  Board  of  Directors  of  the Company to develop a
     long-term  strategy  for  the  Company  that  creates  shareholder  value.

          -  Use  best  efforts  to achieve the Company and Bank's financial and
     operating  goals  and  objectives.

          -  Use  best  efforts to ensure that the Bank maintains a satisfactory
     competitive  position  within  its  industry.

          -  Develop  an  effective  management  team and an active plan for its
     development  and  succession,  and  make  recommendations  to  the Board of
     Directors  of  the  Bank  regarding  hiring,  firing  and  compensation for
     executive  officers.

          -  Actively  pursue  business  development  opportunities  for  Bank's
     products  and  services

          -  Actively participate, and provide bank representation, in community
     activities  and  organizations

          -  Determine  and  pursue  appropriate  site selection for future Bank
     locations

          -  Oversee  construction  of  new  main  office  facility


<PAGE>